On
January 31, 2010, BioDrain Medical, Inc. (the “Company”) terminated the
employment agreement between the Company and Kirsten Doerfert. Effective on such
date, Ms. Doerfert ceased serving as the Company’s Vice President, Sales and
Marketing. In terminating Ms. Doefert’s employment agreement, the Company relied
upon Paragraph 8 of such agreement. Accordingly, the Company compensated Ms.
Doerfert for her base salary, adjusted pro-rata to the date of termination,
along with her unused vacation pay and commissions earned to the date of
termination. Ms. Doefert’s rights and obligations regarding
outstanding stock options and restricted shares of the Company’s common stock
were determined in accordance with the Company’s 2008 Equity Incentive Plan as
well as applicable stock option and restricted stock agreements. A
copy of the Company’s employment agreement with Ms. Doerfert was previously
filed with the Securities and Exchange Commission as Exhibit 10.48 to the
Company’s Registration Statement on Form S-1, Amendment No. 3, filed on
April 6, 2009.